IN THE CHANCERY C•URT FO THE STATE OF TENNESSEE TWENTIETH JUDICIAL DISTRICT, DAVIDSON COUNTY

STATE •F TENNESSEE ex rel. H DGEN MAIN*A, COMMISSIONER OF COMMERCE AN INSURANCE FO THE ST TE OF TENNESSEE

•

No. 03-294 (IV) Petitio er

V.

DOCTORS INSURANCE RECIPROCAL (RISK RETENTION GROUP), a Tennessee Domiciled Insurance Company

Defe daruts

.17) 5:•••= co

:WU»

OTION FOR APPROVAL OF SPECIAL DEPUTY RECEIVER, OUTSIDE COUNSEL AN THIRD PARTY C eNTRACTORS FEES

(First Quarter 2020)

Hodgen Mainda, Commissioner of the Department of Commerce and Insurance

for the State of Tennessee, as Receiver of Doctors Insurance Reciprocal (RRG) ("DIR"),

and Jeanne B. Bryant, Special Deputy Receiver of DIR, move this Court for an Order

approving the fees presented for payment by the Special Deputy Receiver, outside

counsel and third party contractors from January 1, 2020 through March 31, 2020.

Pursuant to the previous Order entered by the Court in this proceeding, all invoices for

Special Deputy Receiver, outside counsel fees and fees for third party litigation support

contractors are filed with the Court under seal and amounts of fees and time frames

covered (as shown herein) are sent to nonprivileged parties.

1. The Commissioner of Commerce and Insurance was appointed Receiver

for DIR on January 31, 2003, by Order of this Court.

100298444.1

2. Pursuant to Tenn. Code Ann, § 56-9-310, the Commissioner appointed

John Knox Walkup as Special Deputy Receiver for DIR.

3. On May 18, 2007, the Commissioner appointed Jeanne B. Bryant to

succeed John Knox Walkup as Special Deputy Receiver of DIR.

4. Pursuant to Tenn. Code Ann. § 56-9-310, compensation for the Special

Deputy Receiver is fixed by the Commissioner, subject to the approval of the Court, and

is payable from the funds or assets of the receivership estate. The Special Deputy

Receiver is compensated monthly for work incurred for the receivership estate, in the

amount of $220.00 per hour. The Special Deputy Receiver submits invoices to the

Commissioner and the Tennessee Department of Commerce and Insurance on a

monthly basis for approval prior to payment. These invoices are reviewed and paid

after approval of the Commissioner and his staff.

5. For the first quarter of 2020, Special Deputy Receiver Bryant, performed

work for this receivership, as shown on the attached billing statement (filed under seal)

in the amount of $2,354.00. The Commissioner and his staff have determined these

fees to be reasonable, appropriate and necessary for the services rendered for the

receivership. These fees have been approved for payment. See Affidavit of Jeanne B.

Bryant ("Bryant Affidavit") and Declaration of Commissioner Hodgen Mainda filed

herewith.

6. The fee arrangements with outside counsel and the third party contractors

were originally negotiated between the parties as per the Order dated January 31, 2003.

In support of this Motion, the Special Deputy Receiver would rely upon her Affidavit filed

herewith, the Affidavit of J. Graham Matherne filed herewith and the billing statements

attached hereto regarding the Wyatt, Tarrant & Combs, LLP legal invoices for this

2

period (material relating to outside counsel's fees and third party contractors being

under seal).

7. The Special Deputy Receiver, the Commissioner and his staff have

reviewed all of the Wyatt, Tarrant & Combs billings for the timeframe January 1, 2020

through March 31, 2020, and have determined that the fees are in accordance with the

Department guidelines and are fair, reasonable and proper for the services provided.

See Declarations of Commissioner Hodgen Mainda, Deputy Commissioner Carter

Lawrence and General Counsel John Speer and Bryant Affidavit attached. The Special

Deputy Receiver, the Commissioner and his staff have also reviewed the billings of

Receivership Management, Inc., and Jere Cowan for the timeframe of January 1, 2020

through March 31, 2020, and have found these fees to be fair, reasonable and proper

for the services provided. See id. The billings so reviewed, and for which Court

approval is sought, are as follows:

A. Invoices for Jeanne B. Bryant, Special Deputy Receiver, for January 1,

2020 through March 31, 2020, in the amount of $2,354.00.

B. Invoices for Wyatt, Tarrant & Combs, LLP, for January 1, 2020 through

March 31, 2020, in the amount of $1,100.00.

C. Invoices for Receivership Management, Inc., for the period of January 1,

2020 through March 31, 2020, in the amount of $1,334.30.

Accordingly, the Commissioner and Special Deputy Receiver respectfully move

this Court for an Order approving the fees set forth in the attached schedule as

indicated pursuant to T.C.A. § 56-9-310.

3

Respectfully submitted,

J. aham Matherne BPR 11294 ViYATT, T RRANT COMBS, LLP 333 Commerce Street, Suite 1050 Nashville, Tennessee 37201-1837 (615) 244-0020

Counsel for Jeanne B. Bryant, Special Deputy Receiver for Doctors Insurance Reciprocal (RRG) (In Liquidation)

NOTICE OF HEARING

THIS M•TION HAS BEEN ENTERED IN THE MOTION B•Ok AND IS EXPECTED TO BE HEARD oN FRIDAY, ko , 2020, AT 9:00 A.IVL IF N's RESP•NSE IS TIMELY FILED AND SERVED, THE MOTOc1 SHALL BE GRANTED WITHOUT FURTHER HEARING,

CERTIFICATE OF SERVICE

This is to certify that a true and correct copy of the foregoing has been delivered by U.S. Mail, First Class postage prepaid, to the following on this ei day of 2020:

Sarah A. Hiestand, Senior Counsel Office of the Attorney General State of Tennessee Post Office Box 20207 Nashville, TN 37202-0207

- C 4isel to the Receiver

4

INTERIM FEE SCHEDULE ATE DESCRIPTION MEMO AMOUNT

1/20 Jeanne B. Bryant January Receiver Fees $ 924.00 2/20 Jeanne B. Bryant February Receiver Fees $ 880.00 3/20 Jeanne B. Bryant March Receiver Fees $ 550.00

TOTAL RECEIVER FEES $ 2,354.00

1/20 Wyatt Tarrant & Combs, LLP January Attorney Fees $ 242.00 2/20 Wyatt Tarrant & Combs, LLP February Attorney Fees $ 792.00 3/20 Wyatt Tarrant & Combs, LLP March Attorney Fees $ 66.00

TOTAL WYATT TARRANT & COMBS, LLP ATTORNEY FEES $ 1,100.00

1/20 Receivership Management, Inc. January Fees $ 521.00 2/20 Receivership Management, Inc. February Fees $ 640.95 3/20 Receivership Management, Inc. March Fees $ 172.35

TOTAL RECEIVERSHIP MANAGEMENT, INC. FEES $ 1,334.30

100298453.1

IN THE CHANCERY COURT FOR THE STATE OF TENNESSEE TWENTIETH JUDICIAL STRICT, DAVROSON COUNTY

STATE OF TENNESSEE ex rei H PGEN MAMDA, COMMISSIONER OF COMMERCE AND INSURANCE FO THE STATE OF TENNESSEE

• Petitioner

V.

DOCTs S INSURANCE RECIPROCAL (RISK RETENTION GROUP), a Tennessee DonicHed Onsurance Company

Defendants

03-294-1V

DECLARATION OF C • MMISSI•NER HODGEN MA1NDA

1, HODGEN MAINDA, declare as follows:

1. 1 am of majority age and have personal knowledge of the facts set forth herein.

2. I am the Commissioner of Commerce and Insurance for the State of Tennessee and statutory receiver for Doctors Insurance Reciprocal. On May 18, 2007, the Commissioner appointed Jeanne B. Bryant to succeed John Knox Walkup as Special Deputy Receiver of DIR. The Special Deputy Receiver is compensated monthly for work incurred for the receivership estate, at a rate of $220.00 per hour.

3. Either 1, or my staff, have reviewed the fees and invoices contained in this filing for the services performed by the Special Deputy Receiver for the period of January 1, 2020 through March 31, 2020. This review was performed according to procedures established by the Commissioner effective March 1, 2003, and requires that fees be reviewed on a monthly basis, utilizing the test set forth by the Tennessee Court of Appeals,

4. Based on the recommendations of my staff, 1 have determined that the rates being charged by the Special Deputy Receiver are either at a discounted or market rate for the services performed.

5. Either I, or my staff, have reviewed the invoices and fees presented by the Special Deputy Receiver, and I have determined that all of the services noted are fair, reasonable and proper for the services provided and that they are necessary costs of

100298447.1

this receivership. The invoices and fees attached as Exhibits to the Motion note the work performed, the amount charged and the person performing the work. No billings were excessive or duplicative.

6. Furthermore, I, or my staff, have reviewed the fees for Legal Counsel and Third Party Contractors approved by the Special Deputy Receiver and presented with this filing, and lased on the recommendations of the Special Deputy Receiver, I have determined that these fees are fair, reasonable and proper for the services provided. All fees have been reviewed on a monthly basis prior to payment,

7. Therefore, as noted above, I have applied the test set forth by the Tennessee Court of Appeals in reviewing and approving these fees.

Upon penalty of perjury I declare that the foregoing is true and accurate to the best of my knowledge.

)dgen MiNt.> 4, 2020 1.6'.5 HODGEN WANDA Date: Nov 4, 2020

2

H4 THE CHANCERY COURT FO THE STATE OF TENNESSEE TWENTIETH JUENCML DISTRICT, DAVIDSON COUNTY

STATE OF TENNESSEE rd I HODGEN MAINDA, COMMISSIONER

OF COMMERCE AND INSURANCE FOR THE STATE OF TENNESSEE

No. 03-294-1V Petitioner

V.

DOCTORS INSURANCE RECIPROCAL (RISK RETENTION GROUP), a Tennessee Don-niciIed Insurance Company

Defendants

DECLARATION F CA TE LAW ENCE

I, CARTER LAWRENCE, declare as follows:

1. I am of majority age and have personal knowledge of the facts set forth herein. I submit this Affidavit in support of the Application for Approval of Fees.

2. I am Deputy Commissioner for the Tennessee Department of Commerce and Insurance. As such, I have reviewed all of the invoices for the professional fees presented for payment from January 1, 2020 through March 31, 2020, in the receivership of Doctors Insurance Reciprocal by Special Deputy Receiver Jeanne B. Bryant, legal counsel and third party contractors.

3. All of the invoices of the current and former Special Deputy Receiver, legal counsel and third party contractors which are submitted to the Court as part of this Application, have been reviewed and determined to be reasonable, appropriate and necessary for the services rendered to this receivership, and have been approved for payment by the Commissioner of Commerce and Insurance.

Upon penalty of perjury I declare that the foregoing is true and accurate to the best of my knowledge,

CARTER LAWRENCE Date: Nov 4, 2020

100298443.1

M THE CHANCERY CorLIRT FO THE STATE OF TENNESSEE TWENTIETH JUDICIAL DISTRICT, DAVIiISON COUNTY

STATE OF TENNESSEE ex rel HODGEN MA1NDA, COMMISSIONER OF COMMERCE AND INSURANCE FOR THE STATE OF TENNESSEE

. 03-294-1V Petitioner

V.

DOCTORS INSURANCE RECIPROCAL (RISK RETENTION GROUP), a Tennessee Domiciled insurance Company

Defendants

DECLARATION OF JOHN SPEER

I, John Speer, declare as follows:

1. I am of majority age and have personal knowledge of the facts set forth herein. I submit this Affidavit in support of the Application for Approval of Fees.

2. I am General Counsel for the Department of Commerce and Insurance. As such, I have reviewed all of the invoices for the professional fees presented for payment from January 1, 2020 through March 31, 2020, in the receivership of Doctors Insurance Reciprocal by Special Deputy Receiver Jeanne B. Bryant, legal counsel and third party contractors.

3. All of the invoices of the Special Deputy Receiver, legal counsel and third party contractors which are submitted to the Court as part of this Application, have been reviewed and determined to be reasonable, appropriate and necessary for the services rendered to this receivership, and have been approved for payment by the Commissioner of Commerce and Insurance.

Upon penalty of perjury I declare that the foregoing is true and accurate to the best of my knowledge.

100298453.1

JOHN SPEER Date: Nov 4, 2020

IN THE CHANCERY C URT FOR THE STATE *F TENNESSEE TWENTIETH JUDICIAL DISTRICT, iAVlDSON COUNTY

STATE OF TENNESSEE ex reI I-90DGEN MAIN A, COMMISSI*6N E OF COMMERCE AN w INSURANCE FOR THE STATE OF TENNESSEE

Nt.03-294-0/ Petit ner

V.

DOCTORS INSURANCE RECIPRwCAL (RISK RETENTION GROUP), a Tennessee Domiciled Insurance Company

Defendants

AFFIDAVIT OF JEANNE B. RYANIT

Having been duly sworn, 1, Jeanne B. Bryant, attest as follows:

1. I am of majority age and have personal knowledge of the facts set forth herein. I submit this Affidavit in support of the Motion for approval of fees as Special Deputy Receiver and for approval of outside counsel and third party contractor fees.

2. As Special Deputy Receiver appointed by the Commissioner, I have been responsible for the administration of Doctors Insurance Reciprocal for the period of January 1, 2020 through March 31, 2020.

0 As Special Deputy Receiver, have filed for interim fees in tile amount of U. $2,354.00 for the period of time from January 1, 2020 through March 31, 2020.

4. The fees presented for approval were necessary for the work provided and are not duplicative or excessive. I believe the fees presented for approval are fair, reasonable, and proper for the services provided.

5. 1 am responsible for engaging and approving all third party contractors and for approving fees of legal counsel engaged by the Commissioner, all of whose fees are contained in this Motion. The invoices and fees attached as Exhibits to the Motion note the work performed, the amount charged, and the person performing the work. I have determined that the rates being charged by the contractors and counsel are either at a discounted or market rate for the services provided.

100298440.1

6. I have reviewed the individual invoices submitted for work by all the third party contractors. I have also reviewed the billings submitted for work by outside counsel for the period of January 1, 2020 through March 31, 2020. I have determined that the fees were necessary for the work provided and are not duplicative or excessive. I have followed the Department procedures and guidelines effective March 1, 2003, and have submitted all invoices to the Department for approval on a monthly basis. All invoices have been paid subsequent to receiving approval from the Commissioner each month.

7. I believe that all fees presented for approval contained in this filing are fair, reasonable, and proper for the necessary services provided.

FURTHER AFFIANT SAITH NOT/M

JEANNE B. BRYANT

STATE OF TENNESSEE )

COUNTY OF DAVIDSON )

Sworn to and subscribed before me by JEANNE B. BRYANT on this day

00.11,1111f1//1/1/4,/

0\\ 'c 14 8 $• ........ „ STATE

.17 OF E u"; iTENNESSEEi

NOTARY

Ston

• "4:r5;• 4/,/ ...... n, •‘• NER GO

ExPvc-

My Commission Expires:

2

lN THE CHANCERY COURT FOR 'THE STATE OF TENNESSEE TWENTIETH JUDICIAL DISTRICT, DAVIDSON COUNTY

STATE OF TENNESSEE ex rd l HODGEN MAINDA, COMMISSIONER OF COMMERCE AND INSURANCE FOR THE STATE OF TENNESSEE

No, 03 -294-IV Petitioner

DOCTORS INSII ANCE RECIPROCAL (RISK RETENTI N GROUP), a Tennessee Domiciled Insurance Company

Defendants

AFFIDAVIT OF J. GRAHAM MATHERNE

Having been duly sworn, I, J. Graham Matherne, attest as follows:

1. I am of majority age and have personal knowledge of the facts set forth herein. I submit this Affidavit in support of the Application for Approval of Fees.

2. Together with other attorneys at Wyatt, Tarrant & Combs, L.L.P., I am outside counsel to the Special Deputy Receiver.

3. I am a partner of the law firm of Wyatt, Tarrant & Combs, L.L.P. My standard hourly rate, depending upon the complexity of the case, is approximately $420.00 per hour. For this engagement and client, Wyatt, Tarrant & Combs, L.L.P. agreed to bill at a rate $180.00/hour for all Wyatt, Tarrant & Combs, L.L.P, attorneys rendering normal professional services in this matter and $220/hour for my rendering services on special projects and/or in relation to the wind down of DIR, as well as a reduction of expenses and costs. Of all my clients, only the Special Deputy Receiver receives this measure of discount, as well as reduced expenses.

4. For over twenty years, I, or others at this Firm, have represented various past receiverships under numerous administrations for the State of Tennessee. I and others at this Firm have been outside counsel for the Department of Commerce and Insurance and special deputy receivers in other insurance receivership matters, including the receiverships of (a) Petroleum Marketers Mutual Insurance Company, (b) Anchorage Fire & Casualty Insurance Company, (c) Genesis Insurance and Financial Services, Inc., (d) Xantus Healthplan of Tennessee, Inc., and (e) Franklin American Life Insurance Company.

100298441.1

5. On a monthly basis, Wyatt, Tarrant & Combs, L.L.P. sends fee statements to the Special Deputy Receiver for payment. Prior to sending those fee statements, review each statement to assure that the Doctors insurance Reciprocal Receivership is billed at the agreed-upon rate, that the hours charged are accurately reflected on the statement, and that the hours charged are reasonable and appropriate in light of the professional services rendered. When appropriate, I occasionally make corrections to the statement with respect to hours worked and services rendered. Such corrections are always deductions in favor of the client.

6. 1 have reviewed all of the Wyatt, Tarrant & Combs, L.L.P. invoices, which are submitted to the Court as part of this Application. These statements fairly, accurately and reasonably reflect the professional services performed at the direction of the Special Deputy Receiver, and the fees incurred in accordance with my firm's engagement.

FURTHER AFFIANT SAITH NOT.

STATE OF TENNESSEE )

COUNTY OF DAVIDSON)

day of

J. RAHAM MATHERNE, BPR 11294

Sworn to and subscribed before me by J. GRAHAM MATHERNE on this

2020.

GALE- • ........ STATE ck-+ *. OF '• 13 ---•

TENNESSEE': NOTARY _ My Commission Expires: / ietit2, y44

• ..... • • "*., •s+ CO -,.\\\'V

• '481-0/7 Expkr,A

2

lN 下HEcHANCER C0URTF0R下C0URTF0RHE下HE STATE0F TENNESSEE

TWEN lETH下lETH JU0}ClALD1sTRlCT,0Av10s0NC0UN 下下下

s下ATE0F 下EN N SsEE下SsEE ex ral.JUUE MlXMcPEAK, C0MMlss!0NER0FC0MMERCEAND lNSURANcEF0R HE下HE STA E0F下E0F TENNESsEE,

Petitioriier,

下下

00c下0RS SURANCEREclPR0CAL下SURANCEREclPR0CAL (RlsK RETENT10N GROUP),a Termessee Dorniciled his rance下rance compan下下

0ee n ciants下

N0.03~294 (l下

FlLED 0N NOV 020下下020

r下下下下下下下下r 下下~.下下nn 0c下下下下下下下下0c下下

J LALA下下下下LALA下下下&.下下下——下C——下C&M DAVDS0NC0.CHANCERVC 下下下

EXH131 S下S下0M0T10NF0R APPROVAL0F RRS QUARTER2020FEES下QUARTER2020FEES

F0R PER1O0JANUAR I下I,2020THR0UGHMARcH3I ,2020

100236466.1